CLOUD SERVICES RESELLER ADDENDUM

CLOUD SERVICES RESELLER ADDENDUM This Cloud Services Reseller Addendum ( Addendum ) is made by and between the company executing this Addendum (hereafter referred to as Cloud Services Reseller or CSR ) and Westcon International Limited with a registered office at Chandler s House Wilkinson Road, Love Lane Industrial Estate, Cirencester, GL7 YT, United Kingdom ( Distributor ) together with each of its Affiliates and subsidiaries, singly referred to as a Party and collectively as Parties. This Addendum shall be deemed effective as of the date the CSR signs this Addendum and by clicking the I HAVE READ AND ACCEPT THE TERMS OF ADDENDUM checkbox displayed below (the Effective Date ). WHEREAS, CSR has executed Distributor s standard credit application containing the terms of sale or a valid master services agreement with Distributor for CSR s purchase of Products and Services from Distributor (the Agreement or Terms and Conditions ); WHEREAS, Parties wish to supplement the terms of the Agreement for CSR s purchase of Cloud Services from Distributor; NOW THEREFORE CSR and Distributor hereby agree the following terms and conditions for CSR s purchase of Cloud Services from Distributor; 1. Definitions Capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Agreement: i. Affiliate means any entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a Party, where control is defined as having: (i) ownership of more than fifty percent (50%) of the equity securities entitled to vote for the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority); or (ii) the ability to direct or cause the direction of management and policies of a Party by ownership of securities, contract or otherwise. ii. Cloud Service or Cloud Services means any resource that is provided over the internet by CSP and offered for sale by Distributor to CSR from time to time including any additional Support Services, as described in the Documentation. iii. Cloud Services Provider or CSP means a third-party provider of Cloud Services to End Users through a network of authorized cloud services resellers. iv. CSP Agreement means an agreement between Distributor and a CSP enabling Distributor to grant the rights and authority granted to CSR under this Addendum. v. Contract means any additional supplementary agreement entered into by Distributor and CSR pursuant to this Agreement including, but not limited to, Purchase Orders issued by CSR and accepted by Distributor for CSR s purchase of Cloud Services from Distributor. vi. vii. viii. Documentation means any additional documents, policies, procedures, programs, requirements, criteria and/or information relating to the sale and usage of the Cloud Services, including but not limited to the Authorized Use Policy (as defined herein), Statements of Work, any system requirement documentation, data privacy policy, CSP Specific Addendums and/or Service Level Agreements ( SLAs ). CSR must accept and comply with, and shall notify its End Users to accept and comply with, the terms of any applicable Documentation. Such Documentation may be provided to CSR in the form of a CSP Specific Addendum. Distributor may update or modify the Documentation from time to time. End User means a user of a Cloud Service. CSP Specific Addendum means any service-specific addendum required by a CSP which is applicable to the Cloud Services to be ix. resold by CSR to End Users in the Territory. Such CSP Specific Addendum may contain Documentation. It is at the sole discretion of the CSP as to whether or not CSR is required to enter into a CSP Specific Addendum. Support Services means any additional support services available from Distributor and/or the CSP for the applicable Cloud Services as further detailed in any Documentation. x. Territory means the geographic regions or markets in which Distributor is authorised to distribute and shall include all media and channels of distribution. xi. Usage Report means a periodic report generated by CSP and/or Distributor for a specific End User. The Usage Report may be sent or made accessible to the CSR for forwarding to the End User, indicating the actual level of Cloud Services usage during a given time period and may serve as a basis for the invoicing and payment of any Overage Fees or usage based Fees in accordance with any applicable, additional requirements or Documentation. 2. Appointment a. Non-Exclusive Appointment. Subject to compliance with the terms of this Addendum, Distributor hereby grants CSR the non-exclusive right and authority to purchase from Distributor and subsequently market and sell Cloud Services to End Users in the Territory. b. Certification Program. If CSP requires compliance with a formal certification program, then CSR may be required to demonstrate proof of certification with such program prior to placing Purchase Orders for Cloud Services with Distributor. If CSP does not require compliance with a formal certification program, then CSR may be required to meet the additional criteria set forth in any Documentation prior to placing Purchase Orders with Distributor. c. End User Agreements. CSR may not distribute any Cloud Services to any End Users unless an End User enters into an agreement with CSR (the End User Agreement ) that at a minimum: (a) completely disclaims Distributor s and CSP s liability for all matters arising out of or related to this Addendum or the Cloud Services to be provided hereunder to the extent permissible by law and requires the End User to look solely to CSR with respect to such matters, unless otherwise agreed by writing by Distributor and CSP; (b) requires the End User to agree that all End User use of the Cloud Services shall be lawful and to ensure that each End User complies fully with the applicable terms of this Addendum or any Documentation, the acceptable use policy for the Cloud Services (if any), and all applicable laws and regulations in any of its 1

dealings with respect to the Cloud Services; (c) prohibits the End User from reselling or distributing the Cloud Services; (d) indemnifies, defends and holds CSP and Distributor, and their respective Affiliates, officers, directors, employees and suppliers harmless from and against any third-party claims arising out of or relating to the End User s (or its authorized users ) use of the Cloud Services; (e) protects CSP s proprietary rights in the Cloud Services to at least the same degree as the terms and conditions of this Addendum or any Documentation; (f) makes no representations or warranties on behalf of Distributor or CSP, except to the extent permitted in any Documentation; (g) specifies CSP and Distributor as express intended third party beneficiaries of the provisions in the End User Agreement to the extent permitted by applicable law; and (h) does not grant any rights to the End User beyond the scope of this Addendum. 3. Subscription Term and Termination a. Termination. CSR s right and authority to purchase, market and sell a particular CSP s Cloud Services to End Users in the Territory will immediately terminate in the event that the applicable CSP Agreement is terminated or expires. b. Subscription Term. The Cloud Services shall be sold by Distributor to CSR for usage by End Users for a fixed term, which shall be designated on the Purchase Order between CSR and Distributor ("Subscription Term"). Each Subscription Term shall begin on the effective date set forth on the Purchase Order and shall run for the designated term, unless otherwise terminated in accordance with the Agreement, including any applicable Documentation. The applicable CSP Specific Addendum or Documentation may specify a minimum Subscription Term and may provide for auto-renewal of such Subscription Terms. Except as specified herein, CSR shall not have the right to terminate any Purchase Order or its obligations to provide Cloud Services to a particular End User during a Subscription Term. c. Transition Period. Following expiration or termination of the Addendum, unless otherwise set forth in the applicable CSP Specific Addendum or Documentation there shall begin a transition period to allow End Users to transition off of the Cloud Services ("Transition Period"). The Parties shall continue to be bound by this Addendum during the Transition Period with respect to any Purchase Orders submitted prior to the effective date of expiration or notice of termination, as the case may be, for the duration of any active Subscription Terms ("Surviving Subscription Terms"). During the Transition Period, CSR shall not enter into any new Purchase Orders, nor shall CSR renew or extend the Subscription Term for any Surviving Subscription Terms. d. Termination Assistance. Except as otherwise set forth in a CSP Specific Addendum or any Documentation, CSR will, at least thirty (30) days prior to the effective date of termination or expiration of each End User s Subscription Term during the Transition Period, or as promptly as possible if less time is available, notify the End Users of the impending termination. The Parties will cooperate in good faith to provide such End Users with instructions regarding how such End Users may continue to receive the applicable or comparable Cloud Services and to timely transition End Users seeking to maintain continuity of such Cloud Services, including, but not limited to, assignment or transfer of End User Cloud Services subscriptions. The Addendum shall fully and finally terminate upon expiration of the final Transition Period for the final Surviving Subscription Term. 4. Purchase Ordering a. Purchase Orders. CSR may submit a purchase order to Distributor for Cloud Services hereunder ( Purchase Order ) which must contain the following information: (i) CSR s corporate name; (ii) End User s corporate name; (iii) the specific Cloud Services ordered; (iv) the initial Cloud Services quantity ordered; (v) the committed Subscription Term length for each of the Cloud Services ordered; and (vi) any additional information required or set forth in any Documentation ( Purchase Order Requirements ). Distributor s quotes shall not constitute an offer. Only a Purchase Order submitted by CSR shall constitute an offer to contract subject to this Agreement, however a Purchase Order shall not be deemed a Contract unless and until the earlier date upon which: (a) written acceptance is provided by Distributor or (b) Distributor proceeds with the fulfillment of the Purchase Order. No additional or alternative terms or agreement or any alteration to this Agreement proposed by the CSR contained or referred to in a Purchase Order or other form submitted to Distributor shall be deemed to apply unless they are expressly accepted in writing by an Authorized Representative of Distributor with respect to that Purchase Order. CSR shall be solely responsible for the accuracy of any Purchase Order, including, but not limited to, the specification, configuration or other details of Cloud Services and their functionality, compatibility and interoperability with other products or services, as well as their fitness for particular use. 5. Usage Reports. Periodically, a report may be generated by CSP or Distributor, which may be sent or made accessible to the CSR for forwarding to the End User, indicating the actual level of Cloud Services usage by End Users during a given time period and which may serve as a basis for the invoicing and payment of any Overage Fees or usage based Fees in accordance with any additional requirements or Documentation. 6. Prices and Payment Terms i. Payment Terms. Except as provided in the Agreement, upon acceptance of a Purchase Order from CSR, Distributor shall invoice CSR the Fees for the initial Cloud Services quantity set forth on the Purchase Order. All undisputed portions of Distributor s invoices for Fees will be paid by CSR within thirty (30) days of CSR s receipt of invoice unless otherwise agreed to in writing by the Parties: (i) the Fees shall be as set forth in Distributor s published price list; (ii) all Fees shall be paid annually in advance or monthly in arrears, as set forth in Distributor s published price list; (iii) Fees for license based subscriptions are based on the quantity of Cloud Services purchased and not actual usage by the End User, which may be less. Fees for usage-based subscriptions are based on actual consumption. The quantity of purchased Cloud Services may be increased or decreased during the Subscription Term. ii. Overage Fees. In the event actual usage of Cloud Services exceeds the initial quantity ordered on the Purchase Order ( Overage ), CSR may be billed for any applicable Overage charges on a monthly basis in accordance with any applicable CSP terms or Documentation ( Overage Fees ). All undisputed portions of Distributor s invoices for Overage Fees will be paid by CSR within thirty (30) days of CSR s receipt of invoice for such. b. Suspension of Access In the event that (i) any fees owed to Distributor by CSR, including but not limited to monthly Fees or Overage Fees, are thirty (30) days or more overdue and CSR has not cured within thirty (30) days of Distributor s written notification of failure to pay, or (ii) CSR is in material breach of the Agreement, including any terms of any CSP Specific Addendum, then Distributor may either: i. Suspend or may request CSP to suspend End User s access to the Cloud Service(s) associated with such delinquent payment; or 2

ii. Distributor may choose not to submit Purchase Orders to CSP for orders from CSR without penalty to Distributor; or (c) terminate or suspend the Agreement with CSR (collectively "Suspension of Access"). In the event of Suspension of Access, End User and/or CSR may be subject to termination and liable to pay any applicable early termination fees ("Early Termination Fees") set forth in any applicable Documentation or set forth in the CSP terms for the Cloud Services. Notwithstanding the foregoing, in the event Distributor elects or requests a Suspension of Access, CSR may be liable for any fees, including but not limited to monthly Fees or Overage Fees, associated with such delinquent payment through the end of the current Subscription Term. CSR acknowledges that a Suspension of Access may result in liability to Distributor and/or CSP and CSR agrees to fully indemnify, defend and hold harmless Distributor, Distributor s Affiliates and CSP from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys fees), judgements or settlement amounts arising out of or in connection with any Suspension of Access. In the event of termination under this clause, CSP or Distributor shall have the right to notify the End Users of such termination of the CSR and provide instructions on how any affected End Users may continue to receive the Cloud Services, including with respect to any Renewal Subscription Term. 7. Electronic Delivery and Hosting and Data Center Facilities a. Electronic Delivery. CSP shall electronically deliver the Cloud Services (subject to a valid, accepted Purchase Order) directly to End Users, including any additionally required Documentation. Such Cloud Services shall be provided by CSP in accordance with any additional terms and conditions of use provided in any Documentation, CSP Specific Addendum or URL Link, including, without limitation, the applicable authorized use policy for the Cloud Services ( Authorized Use Policy ), incorporated herein by reference. Distributor shall not be liable for any losses, damages, claims or liabilities arising out of or in connection with an alleged or actual breach of the CSP s Authorized Use Policy by any CSR or End User. Distributor shall not be liable with respect to any breach or error in delivery, loss, damage or interruption to the Cloud Services during the Subscription Term. b. Hosting and Data Center Facilities. The hosting and data center facilities supporting the Cloud Services delivered by CSP for usage by the End User shall be provided for and managed by a third party to this Agreement. Distributor shall not be liable in respect of any breach or error in delivery, loss, damage or interruption to the Cloud Services during the Subscription Term. Any error, loss, damage or interruption of Cloud Services discovered by CSR and/or End User after delivery shall not entitle CSR and/or End User to rescind the Purchase Order or the remainder of a Contract. 8. Support and Service Level Agreements a. Support. If applicable, CSP and/or Distributor will provide a reasonable level of technical and customer support for the Cloud Services in accordance with the CSP s and/or Distributor s then-current support policy for the Cloud Services ( Support Terms ), as set forth in the Documentation or CSP Specific Addendum. Support Terms may include, among other things, the levels of support available to CSRs and/or End-Users, a description of support offerings, applicable hours of operation, number of available skilled resources, languages supported and scheduled maintenance windows. b. Service Level Agreements. To the extent that CSP provides quality and performance standards in connection with its provision of any Cloud Services purchased hereunder, CSP shall be fully responsible for delivery of the Cloud Services in accordance with the terms of such SLAs, including payment of any penalties or return credits in the event of disruption or outages. Unless otherwise agreed by the Parties in writing, Distributor shall not offer any SLAs in connection with the provision of Cloud Services hereunder. 9. Cloud Services Indemnification. CSR will indemnify, defend and hold harmless Distributor and Distributor s Affiliates, directors, officers, employees, agents, contractors, CSPs and End Users from and against all claims, lawsuits, losses, liabilities, damages, costs and expenses (including reasonable attorneys fees), judgments or settlement amounts arising out of or in connection with (i) any breach of Section 2 or where an End User Agreement otherwise fails to protect Distributor in the manner described in Section 2. 10. Warranty and Limitation of Liability. Any Warranty and Limitation of Liability for Cloud Services under this Addendum shall be in accordance with the terms of the Agreement. 11. Personal Data Protection. a. During the Term of this Addendum in connection with any processing of personal data which it receives under this Agreement, each Party shall comply with all applicable laws, rules, regulations, regulatory requirements and codes of practice pertaining to data privacy and protection in the Territory (collectively, the Data Protection Laws ). Each Party agrees to obtain all necessary consents under the Data Protection Laws and will not pass personal data to third parties without prior notification to the data subject. b. Distributor may use, store or otherwise process and may transfer or disclose any personal data provided by CSR to any member of the Distributor wherever located in the world for the purpose of administration of this Agreement and relationship management on an ongoing basis, and CSR agrees to inform its employees of the same. CSR will have the obligation to take necessary steps to provide prior notice to the data subject (as defined by the Data Protection Laws in the Territory in which CSR operates) that their information may be used, stored or otherwise processed by the Distributor wherever located in the world. CSR may use, store or otherwise process personal data provided by Distributor for relationship management purposes, but shall not pass any personal data to third parties without prior notification to the data subject. In the event that Distributor is managing personal information of CSR s agents or customers including End User, this information will be managed in accordance with Distributor s Privacy Policy, which is posted on Distributor s global website at https://www.westconcomstor.com/global/en/privacypolicy/global_privacy_policy.html, the terms of which are hereby incorporated herein by reference. Please take note of the export provisions. c. IN THE EVENT CSR IS COLLECTING DATA OF ITS CUSTOMERS, CSR IS RESPONSIBLE TO ADHERE TO ALL APPLICABLE DATA PRIVACY LAWS INCLUDING NOTICE AND CONSENT PROVISIONS. d. Data Processing Indemnification. Each Party shall defend, indemnify and hold harmless the other Party from and against any and all claims, actions, liabilities, losses, damages and expenses (including reasonable legal expenses) which arise from third party claims and/or government agency actions arising directly or indirectly out of or in connection with a Party s data processing activities under or in connection with this Addendum, including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, willful misconduct, breach of statutory duty or non-compliance with any part of the Data Protection Laws. 12. No Conflicts and Entire Agreement. This Addendum (together with all Contracts) constitutes the entire agreement between the Parties with respect 3

to the purchase of Cloud Services and supersedes any and all written or oral agreements previously existing between the Parties and/or their Affiliates with respect to the purchase of Cloud Services from Distributor. Every Contract between Distributor and the CSR or any of its subsidiaries shall be subject to the Addendum. In the event of a conflict between the terms of the Agreement and terms in this Addendum, the terms of this Addendum shall take precedence for CSR s Purchase of Cloud Services. In the event of any conflict between the terms and conditions of this Addendum and any applicable CSP Specific Addendum, the terms and conditions of the applicable CSP Specific Addendum shall prevail. 4

BY CHECKING THE I HAVE READ AND ACCEPT THE TERMS OF ADDENDUM CHECKBOX DISPLAYED BELOW ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE REQUISITE AUTHORITY TO BIND SUCH ENTITY TO THIS CLOUD SERVICES ADDENDUM IN WHICH CASE THE TERMS CSR, YOU OR YOUR SHALL REFER TO SUCH COMPANY OR LEGAL ENTITY. IF YOU DO NOT HAVE AUTHORITY TO ENTER INTO THIS ADDENDUM, OR IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT CHECK THE I HAVE READ AND ACCEPT THE TERMS OF ADDENDUM CHECKBOX AND DO NOT PURCHASE, SELL OR USE MANAGED SERVICES OR SERVICES UNDER ANY CIRCUMSTANCES. I HAVE READ AND ACCEPT THE TERMS OF ADDENDUM Effective Date: IN WITNESS WHEREOF, the CSR has caused this Addendum to be executed by their duly authorized representatives. CSR Signature: Print Name: Title: Company: Date: 5